Group 1 - The core viewpoint of the article highlights the increasing trend of A-share companies seeking to list on the Hong Kong Stock Exchange (HKEX), driven by the need to broaden financing channels and accelerate internationalization of Chinese assets [1][3][4] - As of September, over 20 A-share companies have announced plans or progress towards listing in Hong Kong, with more than 10 companies already completing the "A+H" listing this year, including industry leaders like CATL and Heng Rui Medicine [2][4] - The internationalization strategy is a key motivation for A-share companies to pursue HKEX listings, as it allows them to access a more global capital market and enhance their overseas business operations [3][4] Group 2 - The Hong Kong IPO market is expected to remain strong, with projections indicating over 80 new listings and total fundraising between 250 billion to 280 billion HKD for the year [5] - The active secondary market in Hong Kong, along with favorable conditions such as improved liquidity and valuation recovery, has made it more attractive for companies to issue new shares [4][5] - The "A+H" listing model has become a significant part of fundraising in Hong Kong, accounting for 70% of total fundraising in the first half of the year [4]

北京市竞天公诚律师事务所上海分所 关于 博瑞生物医药（苏州）股份有限公司 2025 年第一次临时股东大会 之 法律意见书 上海市徐汇区淮海中路 1010 号嘉华中心 45 层 邮编：200031 Suite 45/F, K.Wah Centre, 1010 Huaihai Road (M), Xuhui District, Shanghai 200031, China 电话/Tel: +86 21 5404 9930 传真/Fax: +86 21 5404 9931 网址/Website: http://www.jingtian.com 二〇二五年十月 北京市竞天公诚律师事务所上海分所 法律意见书 北京市竞天公诚律师事务所上海分所 关于博瑞生物医药（苏州）股份有限公司 2025 年第一次临时股东大会之法律意见书 致：博瑞生物医药（苏州）股份有限公司 北京市竞天公诚律师事务所上海分所（下称"本所"）受博瑞生物医药（苏 州）股份有限公司（下称"公司"）委托，就公司 2025 年第一次临时股东大会 （下称"本次股东大会"）召集、召开、表决程序、出席会议人员资格和有效表 决等所涉及的法律事项出具本法律意见书（下称"本 ...

证券代码：688166 证券简称：博瑞医药 公告编号：2025-089 博瑞生物医药（苏州）股份有限公司 2025年第一次临时股东大会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或者重大 遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 10 月 17 日 （二） 股东大会召开的地点：江苏省苏州工业园区启月街 299 号独墅湖世尊酒 店 M9 会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 180 | | --- | --- | | 普通股股东人数 | 180 | | 2、出席会议的股东所持有的表决权数量 | 183,944,055 | | 普通股股东所持有表决权数量 | 183,944,055 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比例（%） | 43.5124 | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 43.5 ...

Core Viewpoint - The company, Borui Pharmaceutical, has announced the termination of its A-share issuance plan for 2024, originally intended to raise no more than 500 million yuan, citing the need to protect shareholder interests amid a challenging market environment [1][2]. Group 1: Financial Performance - The company's net profit has been declining for three consecutive years, with a significant drop of 83.85% year-on-year in the first half of 2025, resulting in a net profit of only 17.17 million yuan [3]. - Revenue for the first half of 2025 was 537 million yuan, down 18.28% year-on-year, indicating dual pressure on both revenue scale and profitability [3]. Group 2: R&D Investment - Borui Pharmaceutical has significantly increased its R&D spending, reaching 348 million yuan in the first half of 2025, a 144% increase year-on-year, with R&D expenses accounting for 64.83% of revenue [4]. - Investment in innovative drugs surged by 604.93% year-on-year, reflecting a strong push towards innovation, although the long development cycle and high costs may not yield immediate returns [4]. Group 3: Cash Flow and Financing - The termination of the fundraising plan highlights the company's cautious stance regarding the current financing environment and cash flow pressures, despite claims that it will not adversely affect normal operations [5]. - Since its IPO in 2019, the company has undergone three financing rounds but faced regulatory scrutiny due to fundraising management issues, indicating potential internal control weaknesses [5]. Group 4: Strategic Challenges - The company is struggling with the transition from raw materials to innovative drugs, facing a disconnect between strategic goals and operational realities, with traditional business growth plateauing and new drug development yet to scale [6]. - International competition presents additional uncertainties in policy, market, and technology, raising questions about the company's ability to succeed in a competitive landscape [6]. Conclusion - The decision to halt the A-share issuance reflects deeper challenges in performance, cash flow, strategic transformation, and governance, necessitating a balance between maintaining R&D investment and stabilizing performance [7].

Core Viewpoint - 博瑞医药 has decided to terminate its plan for a private placement of A-shares, citing challenges such as declining performance, increased R&D investment, and financial pressure [1][2]. Financial Performance - The company has experienced a continuous decline in net profit for three and a half years, with net profits of 240 million, 203 million, and 189 million yuan from 2022 to 2024, representing year-on-year declines of 1.77%, 15.51%, and 6.57% respectively [2]. - In the first half of 2025, 博瑞医药 reported a revenue of 537 million yuan, a decrease of 18.28% year-on-year, and a net profit of 17.17 million yuan, down 83.85% year-on-year [2]. Financial Pressure - The company's cash reserves have been declining, with cash balances of 1.18 billion, 969 million, and 765 million yuan at the end of 2022, 2023, and 2024 respectively. As of June 30, 2025, cash reserves were 740 million yuan, with total liabilities of 2.798 billion yuan and a debt-to-asset ratio of 52% [3]. - Interest expenses have been increasing, with amounts of 23.71 million, 44.42 million, 52.43 million, and 29.03 million yuan recorded from 2022 to the first half of 2025, impacting profitability [3]. R&D Investment - 博瑞医药's R&D expenses have surged, with amounts of 207 million, 249 million, and 297 million yuan from 2022 to 2024, accounting for 20.35%, 21.08%, and 23.19% of revenue respectively. In the first half of 2025, R&D expenses reached 344 million yuan, a 144.07% increase year-on-year, representing 64.83% of revenue [4]. - The company is focusing on the development of innovative drugs, with 91.22% of R&D investment directed towards new drugs and inhalation formulations, showing a significant increase in investment for core product BGM0504 [4]. Financing and Future Plans - 博瑞医药 has completed three rounds of financing since its listing, raising 521 million, 465 million, and 227 million yuan in 2019, 2021, and 2022 respectively. The company also plans to list in Hong Kong to enhance its international strategy and financing capabilities [5].

Core Viewpoint - 博瑞医药 announced the termination of its 2024 A-share issuance plan, which was intended to raise 500 million yuan, citing market conditions and company circumstances as reasons for the withdrawal [1][3]. Group 1: Termination of A-share Issuance - The A-share issuance plan was approved by the board and shareholders in May 2024, with the actual controller, Yuan Jiandong, set to fully subscribe at a price of 22.36 yuan per share [3]. - The plan faced delays and revisions over the course of a year, with the company ultimately retracting its application before the Shanghai Stock Exchange could issue a review inquiry [3][4]. Group 2: Stock Price Volatility - During the planning period for the issuance, the company's stock price fluctuated significantly, initially around 30 yuan and peaking at 122.59 yuan in early August 2025, before dropping to 53.25 yuan by mid-October, representing a 53.04% decline from its peak [4][5]. - Despite the stock price drop, the company's rolling P/E ratio remained high at 243.45, compared to the industry average of 30.82 [5]. Group 3: Financial Performance - From 2021 to 2024, the company's revenue increased from 1.052 billion yuan to 1.283 billion yuan, but net profit declined for four consecutive years, reaching 189 million yuan in 2024 [6]. - In the first half of 2025, revenue fell by 18.28% year-on-year to 537 million yuan, with net profit plummeting by 83.85% to 17.17 million yuan, primarily due to a 70.08% drop in antiviral raw material revenue [6][7]. Group 4: Future Financing Plans - Following the termination of the A-share issuance, the company is planning to issue H-shares and list on the Hong Kong Stock Exchange to enhance its international financing capabilities [8]. - The company aims to consider shareholder interests and market conditions when determining the timing and details of the H-share issuance, although uncertainties remain regarding the approval process [8]. Group 5: Company Strategy and Market Position - 博瑞医药 is transitioning from a traditional chemical pharmaceutical company to an innovative drug enterprise, focusing on the development of innovative drugs, particularly in the weight loss sector [8]. - The termination of the A-share issuance may delay the company's progress in this area, but successful H-share issuance could provide necessary funding for innovation and commercialization efforts [8].

New Stock Issuance - Xi'an Yicai (787783) issued at a price of 8.62[1] - Changjiang Energy Technology (920158) issued at a price of 5.33[1] Equity Market Alerts - Tender offer for Shangwei New Materials (688585) from September 29, 2025, to October 28, 2025[1] - Significant abnormal fluctuation reported for Nanjing New Pharmaceutical (688189) with a recent announcement on October 10, 2025[1] Recent Announcements - Multiple companies reported significant fluctuations, including ST Yanzhen (603389) with a recent announcement on October 16, 2025[1] - ST Hengjiu (002808) reported a fluctuation with an announcement on October 16, 2025[1] Trading Alerts - A total of 50 companies reported trading alerts with varying degrees of fluctuation, with the highest being 9889 for ST Jianyi (002789) on October 14, 2025[1] - The lowest fluctuation reported was 1,010 for ST Xinyuan (300472) on October 13, 2025[1]

Core Viewpoint - 博瑞医药 has decided to terminate its plan for a specific issuance of A-shares for 2024 and has withdrawn the application documents, citing current market conditions and the company's actual situation as the main reasons for this decision [1][2]. Group 1: Termination of A-share Issuance - 博瑞医药 announced the termination of its plan to issue A-shares to specific investors and has applied to the Shanghai Stock Exchange to withdraw the related documents [1]. - The decision was made after careful consideration of the current market environment and the company's development plans, aiming to protect the interests of all shareholders, especially minority investors [2][3]. Group 2: Financial Implications - The planned issuance aimed to raise up to 500 million yuan, with the net proceeds intended for working capital and repayment of bank loans [2]. - The issuance was to be conducted at a price of 22.36 yuan per share, with the main underwriter being Minsheng Securities [2]. Group 3: Shareholder Structure - As of the date of the fundraising prospectus, major shareholders holding 5% or more of the company included 袁建栋 and 博瑞咨询, with 袁建栋 being the controlling shareholder [3]. - 袁建栋 directly holds 26.86% of the shares, while his mother, 钟伟芳, holds 5.33%, and together they control 38.53% of the voting rights [3]. Group 4: Previous Fundraising Activities - 博瑞医药 has raised a total of 1.213 billion yuan through three fundraising activities since its A-share listing nearly six years ago [4]. - The company went public on November 8, 2019, raising approximately 521.11 million yuan, with net proceeds of about 439.98 million yuan [4].

Core Viewpoint - The innovation drug sector in China is experiencing significant growth, driven by increased investment, favorable policies, and a strong pipeline of new drugs entering clinical trials, positioning it for a robust future in both domestic and international markets [6][8][10]. Group 1: Market Performance - As of October 16, the Science and Technology Innovation Drug ETF (Huitianfu, 589120) saw a notable increase of 3.31%, maintaining a rise of over 2% despite a slight pullback [1]. - The ETF has attracted over 40 million yuan in net inflows over the past five days, indicating strong investor interest [1]. - Key constituent stocks such as Sangfor Technology and Yifang Bio have shown significant gains, with Sangfor hitting the daily limit up and Yifang Bio rising by 8.61% [2][3]. Group 2: Industry Trends - The number of License-out transactions in China reached 72 in the first half of 2025, surpassing half of the total for 2024, with a total transaction value 16% higher than the previous year [5]. - The innovation drug sector is primarily driven by business development (BD) expectations, with a significant portion of annual BD activity occurring in the fourth quarter [6]. - The Chinese innovation drug market is expected to see a recovery in confidence as more BD deals materialize, particularly as companies prepare for the upcoming European Society for Medical Oncology (ESMO) conference [6][7]. Group 3: R&D and Financial Outlook - Since 2015, Chinese innovation drug companies have significantly increased R&D investments, leading to a rise in the number of original innovative drugs entering clinical trials, with 704 drugs expected to enter Phase I trials in 2024 [8]. - The revenue of innovation drug companies has been steadily increasing, with projections indicating that one-third of these companies will achieve profitability by 2025, and 70% will reach breakeven by 2026 [8]. - The Chinese government's support for innovation drugs through favorable policies and increased funding is expected to enhance the sector's growth, with healthcare spending on innovation drugs projected to rise from 50 billion yuan in 2022 to 120 billion yuan in 2024 [9]. Group 4: Competitive Landscape - The impending patent cliff for multinational corporations (MNCs) is expected to create a demand for new products, with 190 drugs losing patent protection by 2030, including 69 with annual sales exceeding 1 billion dollars [10]. - Chinese innovation drug companies are well-positioned to fill this gap due to their high R&D efficiency and rich technological outcomes, making them attractive partners for MNCs [10].

（原标题：博瑞医药定增筹划近一年半突然撤回 净利润暴跌八成） 【导读】博瑞医药定增筹划近一年半突然撤回，净利润暴跌八成，股价暴涨暴跌 10月15日晚，博瑞医药突然公告，终止公司2024年度向特定对象发行A股股票事项并撤回申请文件。公 司给出的原因是：综合考虑当前市场环境，结合公司实际情况、发展规划等因素。 记者注意到，近一年尤其是最近的三个月，博瑞医药股价出现了急剧变化。最初发行预案公布时，公司 股价尚在30元附近，实控人独揽定增无疑是合算的"买卖"，但随着"9·24"行情启动，加上今年以来创新 药概念热炒，博瑞医药股价出现了大幅上涨的情况。 尤其是从7月11日开始之后的一个月，其股价更是快速上涨，短短一个月从55元最高涨到120元附近，8 月中旬开始又持续暴跌，目前最新股价跌到了55.31元。短短三个月，博瑞医药股价就坐了一轮大大 的"过山车"。 除了股价，博瑞医药的业绩也出现了急剧变化，公司2019年在科创板上市，起初几年还能保持业绩正增 长，但2022年开始出现小幅下滑，2023年、2024年保持下滑趋势。到了2025年，公司业绩从小幅下滑转 为断崖式下滑，今年上半年净利润仅有1700余万元，暴跌了84 ...